Instructure Reports Second Quarter 2018 Financial Results

SALT LAKE CITY, July 30, 2018 /PRNewswire/ -- Instructure, Inc. (NYSE: INST), a leading software-as-a-service (SaaS) technology company in education, learning and talent management, today announced its financial results for the second quarter ended June 30, 2018.

"We delivered solid second quarter results with 30% year-over-year revenue growth," said Josh Coates, CEO at Instructure. "Customer adoption for both Canvas and Bridge was strong during the quarter as we surpassed 4,000 customers across 70 countries."


                                              First Quarter Financial Summary

                                           (in thousands, except per share data)

                             Three Months                                        Six Months

                            Ended June 30,                                     Ended June 30,
                            --------------                                     --------------

                        2018                       2017                                    2018           2017
                        ----                       ----                                    ----           ----

                 (unaudited)               (unaudited)                            (unaudited)   (unaudited)

    Revenue                      $50,063                                 $38,545                      $98,054      $73,017
                                 -------                                 -------                      -------      -------

    Gross margin

    GAAP                           70.8%                                  71.3%                       70.8%       71.6%

    Non-GAAP(1)                    72.5%                                  72.2%                       72.5%       72.4%
                                    ----                                    ----                         ----         ----

    Operating
     loss

    GAAP                        (12,425)                               (10,160)                    (24,558)    (21,763)

    Non-GAAP(1)                  (8,128)                                (6,627)                    (15,214)    (14,857)
                                  ------                                  ------                      -------      -------

    Operating
     margin

    GAAP                          -24.8%                                 -26.4%                      -25.0%      -29.8%

    Non-GAAP(1)                   -16.2%                                 -17.2%                      -15.5%      -20.3%
                                   -----                                   -----                        -----        -----

    Net loss

    GAAP                        (12,538)                               (10,268)                    (24,405)    (21,869)

    Non-GAAP(1)                  (8,241)                                (6,659)                    (15,183)    (14,880)
                                  ------                                  ------                      -------      -------

    EPS

    GAAP                         $(0.36)                                $(0.35)                     $(0.73)     $(0.76)

    Non-GAAP(1)                  $(0.24)                                $(0.23)                     $(0.45)     $(0.51)

    ___________


    (1)  Non-GAAP financial measures
     exclude stock-based compensation,
     reversal of estimated accruals
     related to payroll taxes on
     secondary stock purchase
     transactions, amortization of
     acquisition related intangibles,
     the change in fair value of the
     warrant liability and the change in
     fair value of the contingent
     liability.

Second Quarter 2018 Business Highlights

    --  Instructure continued to expand its customer base in the second quarter.
        A few highlights include:
        --  U.S. Higher Education and K-12 Schools - Within the U.S. higher
            education market, Cornell University switched to Canvas for their
            over 22,000 students. Canvas was also selected by Arizona State
            University for their over 90,000 students and faculty. ASU has been
            ranked as the nation's most innovative school for the last three
            years by U.S. News and World Report. Additionally, Collier County
            Public Schools in Florida chose Canvas and Arc for their 48,000 K-12
            students and educators.
        --  International - The University of Toronto, Canada's top ranked
            university, selected Canvas for their 80,000 students. In Norway,
            two different municipalities, which are the equivalent of school
            districts, chose Canvas for their 29,000 faculty and students.
            Additionally, Global Radio, Europe's largest radio company with 25
            million listeners, will use Bridge Learn and Arc for employee
            training and onboarding. And Bacardi MARTINI chose Bridge Learn for
            employee engagement and development of their distributed global
            workforce of over 5,000 employees.
        --  Corporate - Qualtrics selected the full Bridge suite of Learn,
            Perform and Practice, as well as Arc, for sales enablement and
            partner training for their global sales team. Holiday Retirement,
            the second largest provider of senior living in the U.S., also chose
            the full Bridge suite of Learn, Perform and Practice, as well as
            Arc, for their 10,000 employees. Cox Automotive, the owner of
            Autotrader.com and Kelley Blue Book, selected Bridge Learn to help
            increase customer loyalty by offering training, including new
            orientation training and a manager bootcamp.

Business Outlook

Today, Instructure issued financial guidance for the third quarter and full year 2018. The financial guidance discussed below is on a non-GAAP basis, except for revenue, and excludes stock-based compensation expense, reversal of payroll tax expense on secondary stock purchase transactions, amortization of acquisition related intangibles, the change in fair value of the warrant liability, and the change in fair value of the contingent liability (see tables below that reconcile these non-GAAP financial measures to the related GAAP measures). On January 1, 2018, Instructure adopted Accounting Standards Codification (ASC) 606 "Revenue from Contracts with Customers" using the full retrospective transition method.

For the third quarter ending September 30, 2018, Instructure expects revenue of approximately $53.6 million to $54.2 million, a non-GAAP net loss of ($8.6) million to ($8.0) million, and non-GAAP net loss per common share of ($0.25) to ($0.23).

For the full year ending December 31, 2018, Instructure expects revenue of approximately $205.1 million to $209.5 million, as compared to previously stated guidance of $204.5 million to $209.5 million, non-GAAP net loss of ($31.8) million to ($29.8) million, up from ($32.0) million to ($30.0) million, and non-GAAP net loss per common share of ($0.93) to ($0.87), up from ($0.94) to ($0.88).

Conference Call Details:

Instructure will discuss its second quarter 2018 results today, July 30, 2018, via teleconference at 3:00 p.m. Mountain Time / 5:00 p.m. Eastern Time. The call may be accessed at (888) 204-4368 or (323) 794-2423, passcode 4199102.

The live webcast of the call can be accessed at the Instructure Investor Relations website at ir.instructure.com. A replay of the call will be available at the same web address approximately two hours following the conclusion of the live event. You may register for the live webcast at http://bit.ly/INST_Q22018EarningsCall.

Non-GAAP Financial Measures

In this press release and related conference call, Instructure's non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating loss, non-GAAP operating margin, non-GAAP net loss, non-GAAP net loss per share, non-GAAP free cash flow and 12-month billings are not presented in accordance with GAAP and are not intended to be used in lieu of GAAP presentations of results of operations.

Management presents these non-GAAP financial measures because it considers them to be important supplemental measures of performance. Management uses the non-GAAP financial measures for planning purposes, including analysis of the company's performance against prior periods, the preparation of operating budgets and to determine appropriate levels of operating and capital investments. Management also believes that the non-GAAP financial measures provide additional insight for analysts and investors in evaluating the company's financial and operational performance. However, these non-GAAP financial measures have limitations as an analytical tool and are not intended to be an alternative to financial measures prepared in accordance with GAAP. We intend to provide these non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in our financial reporting. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures. A reconciliation of our non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included below in this press release. Our definitions may differ from the definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish these or similar metrics.

Non-GAAP measures exclude stock-based compensation, payroll taxes related to secondary stock purchase transactions or the reversal of such expense due to the retirement of the liability, amortization of acquisition related intangibles, the change in fair value of the warrant liability, and the change in fair value of the contingent liability. We believe investors may want to exclude the effects of these items in order to compare our financial performance between time periods:

    --  Stock-based compensation - Although stock-based compensation is an
        important aspect of the compensation of our employees and executives,
        management believes it is useful to exclude stock-based compensation in
        order to better understand the long-term performance of our core
        business. Unlike cash compensation, the value of equity awards is
        determined using a complex formula that incorporates factors, such as
        market volatility and forfeiture rates that are beyond our control.
    --  Reversal of estimated accruals related to payroll taxes on secondary
        stock purchase transactions - Prior to our IPO, operating expenses
        included employer payroll tax-related items on employee sales of
        securities to investors. The amount of employer payroll tax-related
        items on these transactions was dependent on the fair market value of
        our stock. Beginning in the second quarter of 2016, operating expenses
        included the reversal of such payroll tax expense due to the reduction
        of the estimated liability, which will continue to occur in the second
        quarter of each year.
    --  Amortization of acquisition related intangibles - Expense for the
        amortization of acquisition related intangibles is a non-cash item, and
        we believe that the exclusion of this expense provides for a useful
        comparison of our operating results to prior periods.
    --  Change in fair value of the warrant liability - Under GAAP, we are
        required to record mark-to-market adjustments for the change in fair
        value of the liability for warrants issued in connection with term debt
        and our credit facility. This expense or gain is excluded from
        management's assessment of our operating performance because management
        believes that these non-cash items are not indicative of ongoing
        operating performance.
    --  Change in fair value of the contingent liability - Under GAAP, we are
        required to record mark-to-market adjustments for the change in the fair
        value of the liability for contingent consideration related to an
        acquisition. The expense or gain recognized is excluded from
        management's assessment of our operating performance because management
        believes that these non-cash items are not indicative of ongoing
        operating performance.

Forward-Looking Statements

This press release contains, and statements made during the above referenced conference call will contain, "forward-looking" statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the company's financial guidance for the third quarter of 2018 and for the full year ending December 31, 2018, the company's growth, customer demand and application adoption, the company's research and development efforts and future application releases, and the company's expectations regarding future revenue, expenses, cash flows and net income or loss. These statements are not guarantees of future performance, but are based on management's expectations as of the date of this press release and assumptions that are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements. Important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements include the following: risks associated with anticipated growth in Instructure's addressable market; competitive factors, including changes in the competitive environment, pricing changes, sales cycle time and increased competition; Instructure's ability to build and expand its sales efforts; general economic and industry conditions; new application introductions and Instructure's ability to develop and deliver innovative applications and features; Instructure's ability to provide high-quality service and support offerings; risks associated with international operations; and macroeconomic conditions. These and other important risk factors are described more fully in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, which was filed with the Securities and Exchange Commission (the "SEC") on May 2, 2018, and other documents filed with the SEC and could cause actual results to vary from expectations. All information provided in this press release and in the conference call is as of the date hereof and Instructure undertakes no duty to update this information except as required by law.

About Instructure

Instructure, Inc. is a leading software-as-a-service (SaaS) technology company that makes software that makes people smarter. With a vision to help maximize the potential of people through technology, Instructure created Canvas, Gauge, Arc and Bridge to enable organizations everywhere to easily develop, deliver and manage engaging face-to-face and online learning experiences. To date, Instructure has connected millions of instructors and learners at more than 4,000 educational institutions and corporations throughout the world. Learn more about Canvas for higher ed and K-12, and Bridge for the corporate market, at www.Instructure.com.

Contacts:
Keaton Godfrey
Manager, Investor Relations
Instructure
(866) 574-3127
kgodfrey@instructure.com

Becky Frost
Senior Director, Corporate Communications
Instructure
(801) 869-5017
becky@instructure.com


                                                        INSTRUCTURE, INC.

                                                   CONSOLIDATED BALANCE SHEETS

                                                         (in thousands)

                                            June 30,                                December 31,

                                                  2018                                       2017
                                                  ----                                       ----

                                           (unaudited)                              (unaudited)

    Assets

    Current assets:

    Cash and cash equivalents                                               $67,951                  $35,693

    Short-term marketable securities                                         48,588                    5,697

    Accounts receivable-net of allowances
     of $387 and $318 at June 30, 2018 and
     December 31, 2017, respectively                                         93,841                   34,312

    Prepaid expenses                                                         10,079                   11,492

    Deferred commissions                                                      8,070                    7,086

    Other current assets                                                      2,010                    2,419
                                                                              -----                    -----

    Total current assets                                                    230,539                   96,699

    Property and equipment, net                                              27,547                   23,926

    Goodwill                                                                 12,354                   12,354

    Intangible assets, net                                                    7,609                    9,048

    Noncurrent prepaid expenses                                               3,347                    2,939

    Deferred commissions, net of current
     portion                                                                 11,108                   11,160

    Other assets                                                                537                      497
                                                                                ---                      ---

    Total assets                                                           $293,041                 $156,623
                                                                           --------                 --------

    Liabilities and stockholders' equity

    Current liabilities:

    Accounts payable                                                         $6,961                   $2,892

    Accrued liabilities                                                      11,437                   13,702

    Deferred rent                                                             1,330                      936

    Deferred revenue                                                        129,860                   99,773
                                                                            -------                   ------

    Total current liabilities                                               149,588                  117,303

    Deferred revenue, net of current
     portion                                                                  2,666                    1,889

    Deferred rent, net of current portion                                    10,643                    9,201

    Other long-term liabilities                                                  20                    1,286
                                                                                ---                    -----

    Total liabilities                                                       162,917                  129,679
                                                                            -------                  -------

    Commitments and contingencies

    Stockholders' equity:

    Common stock                                                                  3                        3

    Additional paid-in capital                                              378,485                  250,899

    Accumulated other comprehensive income                                      (2)                     (1)

    Accumulated deficit                                                   (248,362)               (223,957)
                                                                           --------                 --------

    Total stockholders' equity                                              130,124                   26,944
                                                                            -------                   ------

    Total liabilities and stockholders'
     equity                                                                $293,041                 $156,623
                                                                           --------                 --------


                                                                                                INSTRUCTURE, INC.

                                                                                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                      (in thousands, except per share data)

                                                      Three Months                                        Six Months

                                                     Ended June 30,                                     Ended June 30,
                                                     --------------                                     --------------

                                                2018                                  2017                                                 2018                 2017
                                                ----                                  ----                                                 ----                 ----

                                         (unaudited)                          (unaudited)                                         (unaudited)   (unaudited)

    Revenue:

    Subscription and support                                          $45,104                                             $33,713                           $88,304       $65,267

    Professional services and other                                     4,959                                               4,832                             9,750         7,750
                                                                        -----                                               -----                             -----         -----

    Total net revenue                                                  50,063                                              38,545                            98,054        73,017
                                                                       ------                                              ------                            ------        ------

    Cost of Revenue:

    Subscription and support                                           10,784                                               7,967                            21,175        15,072

    Professional services and other                                     3,814                                               3,088                             7,408         5,663
                                                                        -----                                               -----                             -----         -----

    Total cost of revenue                                              14,598                                              11,055                            28,583        20,735
                                                                       ------                                              ------                            ------        ------

    Gross profit                                                       35,465                                              27,490                            69,471        52,282
                                                                       ------                                              ------                            ------        ------

    Operating expenses:

    Sales and marketing                                                24,841                                              18,972                            48,029        37,199

    Research and development                                           14,849                                              11,057                            29,509        22,239

    General and administrative                                          8,200                                               7,621                            16,491        14,607
                                                                        -----                                               -----                            ------        ------

    Total operating expenses                                           47,890                                              37,650                            94,029        74,045
                                                                       ------                                              ------                            ------        ------

    Loss from operations                                             (12,425)                                           (10,160)                         (24,558)     (21,763)
                                                                      -------                                             -------                           -------       -------

    Other income (expense):

    Interest income                                                       529                                                  39                               767           115

    Interest expense                                                     (20)                                                (4)                             (29)         (18)

    Other income (expense), net                                         (529)                                                 25                             (353)           48
                                                                         ----                                                 ---                              ----           ---

    Total other income (expense), net                                    (20)                                                 60                               385           145
                                                                          ---                                                 ---                               ---           ---

    Loss before income taxes                                         (12,445)                                           (10,100)                         (24,173)     (21,618)

    Income tax expense                                                   (93)                                              (168)                            (232)        (251)
                                                                          ---                                                ----                              ----          ----

    Net loss                                                        $(12,538)                                          $(10,268)                        $(24,405)    $(21,869)
                                                                     --------                                            --------                          --------      --------

    Net loss per common share, basic and
     diluted                                                          $(0.36)                                            $(0.35)                          $(0.73)      $(0.76)
                                                                       ------                                              ------                            ------        ------

    Weighted average shares used to
     compute net loss per share, basic
     and diluted                                                       34,491                                              29,090                            33,444        28,909


                                                                                                       INSTRUCTURE, INC.

                                                                                             CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                         (in thousands)

                                                                    Three Months                                        Six Months

                                                                   Ended June 30,                                     Ended June 30,
                                                                   --------------                                     --------------

                                                              2018                                  2017                                                 2018                 2017
                                                              ----                                  ----                                                 ----                 ----

                                                       (unaudited)                          (unaudited)                                         (unaudited)   (unaudited)

    Operating activities:

    Net loss                                                                      $(12,538)                                          $(10,268)                        $(24,405)    $(21,869)

    Adjustments to reconcile net loss to net cash used
     in operating activities:

    Depreciation of property and equipment                                            2,105                                               1,456                             4,118         2,693

    Amortization of intangible assets                                                   676                                                 117                             1,439           259

    Amortization of deferred financing costs                                              3                                                  10                                10            16

    Change in fair value of mark-to-market liabilities                                (755)                                                 76                           (1,266)           83

    Stock-based compensation                                                          5,675                                               4,067                            10,419         7,440

    Other                                                                             (963)                                               (68)                            (899)         (66)

    Changes in assets and liabilities:

    Accounts receivable, net                                                       (68,724)                                           (59,786)                         (60,004)     (54,489)

    Prepaid expenses and other assets                                               (1,241)                                              3,483                             1,382       (2,035)

    Accounts payable and accrued liabilities                                            942                                               3,720                             3,010         2,198

    Deferred revenue                                                                 53,419                                              47,913                            30,864        29,639

    Deferred rent                                                                       464                                               (275)                            1,836         (414)

    Deferred commissions                                                            (1,144)                                            (2,342)                            (932)      (3,101)

    Net cash used in operating activities                                          (22,081)                                           (11,897)                         (34,428)     (39,646)
                                                                                    -------                                             -------                           -------       -------

    Investing activities:

    Purchases of property and equipment                                             (2,543)                                            (3,810)                          (7,390)      (6,955)

    Purchases of intangible assets                                                        -                                               (11)                                -        (301)

    Proceeds from disposal of property and equipment                                     26                                                  23                                52            38

    Purchases of marketable securities                                             (48,441)                                                  -                         (48,441)            -

    Maturities of marketable securities                                                   -                                             10,000                             5,700        23,900
                                                                                        ---                                             ------                             -----        ------

    Net cash (used in) provided by investing
     activities                                                                    (50,958)                                              6,202                          (50,079)       16,682
                                                                                    -------                                               -----                           -------        ------

    Financing activities:

    Proceeds from common stock offerings, net of
     offering costs                                                                    (14)                                                  -                          109,789             -

    Proceeds from issuance of common stock from
     employee equity plans                                                            4,417                                               3,278                             7,249         4,316

    Shares repurchased for tax withholdings on vesting
     of restricted stock                                                              (128)                                               (81)                            (255)        (123)

    Payments for financing costs                                                       (18)                                               (24)                             (18)         (24)
                                                                                        ---                                                 ---                               ---           ---

    Net cash provided by financing activities                                         4,257                                               3,173                           116,765         4,169
                                                                                      -----                                               -----                           -------         -----

    Net (decrease) increase in cash and cash
     equivalents                                                                   (68,782)                                            (2,522)                           32,258      (18,795)

    Cash and cash equivalents, beginning of period                                  136,733                                              28,266                            35,693        44,539
                                                                                    -------                                              ------                            ------        ------

    Cash and cash equivalents, end of period                                        $67,951                                             $25,744                           $67,951       $25,744
                                                                                    -------                                             -------                           -------       -------


                                                             INSTRUCTURE, INC.

                                                  RECONCILIATION OF NON-GAAP GROSS MARGIN

                                                     (in thousands, except percentages)

                                                                (unaudited)

                                     Three Months                                         Six Months

                                  Ended June 30,                                  Ended June 30,
                                  --------------                                  --------------

                                2018                       2017                                  2018       2017
                                ----                       ----                                  ----       ----

    GAAP gross profit                   $35,465                                 $27,490                 $69,471     $52,282

    Stock-based compensation                553                                     347                     975         578

    Amortization of acquisition
     related intangibles                    333                                       -                    675           -

    Reversal of payroll tax
     expense on secondary stock
     purchase transactions                 (49)                                      -                   (49)          -
                                            ---                                     ---                    ---         ---

    Non-GAAP gross margin               $36,302                                 $27,837                 $71,072     $52,860
                                        -------                                 -------                 -------     -------


    GAAP gross margin %                 70.8%                                  71.3%                  70.8%      71.6%

    Non-GAAP gross margin %             72.5%                                  72.2%                  72.5%      72.4%


                                                               INSTRUCTURE, INC.

                                                   RECONCILIATION OF NON-GAAP OPERATING LOSS

                                                       (in thousands, except percentages)

                                                                  (unaudited)

                                      Three Months                                         Six Months

                                   Ended June 30,                                  Ended June 30,
                                   --------------                                  --------------

                                2018                        2017                                   2018         2017
                                ----                        ----                                   ----         ----

    Loss from operations               $(12,425)                               $(10,160)                $(24,558)    $(21,763)

    Stock-based compensation               5,675                                    4,067                    10,419         7,440

    Reversal of payroll tax
     expense on secondary stock
     purchase transactions               (1,225)                                   (534)                  (1,225)        (534)

    Amortization of acquisition
     related intangibles                     602                                        -                    1,294             -

    Change in fair value of
     contingent liability                  (755)                                       -                  (1,144)            -
                                            ----                                      ---                   ------           ---

    Non-GAAP operating loss             $(8,128)                                $(6,627)                $(15,214)    $(14,857)
                                         -------                                  -------                  --------      --------


    GAAP operating margin                 -24.8%                                  -26.4%                   -25.0%       -29.8%

    Non-GAAP operating margin             -16.2%                                  -17.2%                   -15.5%       -20.3%


                                                              INSTRUCTURE, INC.

                                                     RECONCILIATION OF NON-GAAP NET LOSS

                                                    (in thousands, except per share data)

                                                                 (unaudited)

                                       Three Months                                       Six Months

                                    Ended June 30,                                Ended June 30,
                                    --------------                                --------------

                                  2018                     2017                                  2018         2017
                                  ----                     ----                                  ----         ----

    Net loss                             $(12,538)                            $(10,268)               $(24,405)    $(21,869)

    Stock-based compensation                 5,675                                 4,067                   10,419         7,440

    Reversal of payroll tax
     expense on secondary stock
     purchase transactions                 (1,225)                                (534)                 (1,225)        (534)

    Amortization of acquisition
     related intangibles                       602                                     -                   1,294             -

    Change in fair value of mark-
     to-market liabilities                       -                                   76                    (122)           83

    Change in fair value of
     contingent liability                    (755)                                    -                 (1,144)            -
                                              ----                                   ---                  ------           ---

    Non-GAAP net loss                     $(8,241)                             $(6,659)               $(15,183)    $(14,880)
                                           -------                               -------                 --------      --------

    Non-GAAP net loss per common
     share,                                $(0.24)                              $(0.23)                 $(0.45)      $(0.51)

       basic and diluted

    Weighted average common
     shares used in computing               34,491                                29,090                   33,444        28,909

       basic and diluted net loss
        per common share


                                INSTRUCTURE, INC.

                         RECONCILIATION OF FREE CASH FLOW

                                  (in thousands)

                                   (unaudited)

                                    Three Months Ended

                                       June 30,
                                       --------

                                  2018                    2017
                                  ----                    ----

    Net cash used in
     operating
     activities                          $(22,081)             $(11,897)

    Purchase of property
     and equipment and
     intangibles                           (2,543)               (3,821)

    Proceeds from
     disposals of
     property and
     equipment                                  26                     23
                                               ---                    ---

    Free cash flow                       $(24,598)             $(15,695)
                                          --------               --------


                                    INSTRUCTURE, INC.

                           RECONCILIATION OF 12-MONTH BILLINGS

                                      (in thousands)

                                       (unaudited)

                                    Trailing Twelve Months Ended

                                            June 30,
                                            --------

                                       2018                      2017
                                       ----                      ----

    Total net revenue                          $186,008               $135,475


    Total deferred revenue

    Beginning balance                           104,275                 76,281

    Ending balance                              132,526                104,275
                                                -------                -------

    Net change in current
     deferred revenue                            28,251                 27,994


    Total 12-month
     billings                                  $214,259               $163,469
                                               --------               --------


                                                                                      INSTRUCTURE, INC.

                                                                        RECONCILIATION OF NON-GAAP OPERATING EXPENSES

                                                                              Three Months Ended June 30, 2018

                                                                                       (in thousands)

                                                                                         (unaudited)

                               GAAP         Stock-based          Reversal of                                    Amortization         Change in        NON-
                                            Compensation         Payroll Tax                                                        fair value        GAAP
                                               Expense            Associated                                         of                 of
                                                                 with Equity                                      acquired          contingent
                                                                 Transactions                                   intangibles          liability
                                                                 ------------                                   -----------          ---------

    Operating expenses:

    Sales and marketing             $24,841              (1,671)                                                               430             (269)         -   $23,331

    Research and development         14,849              (2,033)                                                               616                 -         -   $13,432

    General and administrative        8,200              (1,418)                                                               130                 -       755     $7,667
                                      -----               ------                                                                ---               ---       ---     ------

    Total operating expenses        $47,890              (5,122)                                                             1,176             (269)       755    $44,430
                                    -------               ------                                                              -----              ----        ---    -------


                                                                                      INSTRUCTURE, INC.

                                                                        RECONCILIATION OF NON-GAAP OPERATING EXPENSES

                                                                               Three Months Ended June 30, 2017

                                                                                        (in thousands)

                                                                                         (unaudited)

                               GAAP         Stock-based          Reversal of                                    Amortization      Change in      NON-
                                            Compensation                                                             of           fair value     GAAP
                                               Expense           Payroll Tax                                      acquired            of
                                                                  Associated                                     intangibles      contingent
                                                                 with Equity                                                      liability

                                                                 Transactions
                                                                 ------------

    Operating expenses:

    Sales and marketing             $18,972              (1,195)                                                             256              -        -  $18,033

    Research and development         11,057              (1,506)                                                             256              -        -   $9,807

    General and administrative        7,621              (1,019)                                                              22              -        -   $6,624
                                      -----               ------                                                              ---            ---      ---   ------

    Total operating expenses        $37,650              (3,720)                                                             534              -        -  $34,464
                                    -------               ------                                                              ---            ---      ---  -------


                                                                                      INSTRUCTURE, INC.

                                                                        RECONCILIATION OF NON-GAAP OPERATING EXPENSES

                                                                                Six Months Ended June 30, 2018

                                                                                        (in thousands)

                                                                                         (unaudited)

                               GAAP         Stock-based          Reversal of                                    Amortization         Change in        NON-
                                            Compensation         Payroll Tax                                         of             fair value        GAAP
                                               Expense            Associated                                      acquired              of
                                                                 with Equity                                    intangibles         contingent
                                                                 Transactions                                                        liability
                                                                 ------------                                                        ---------

    Operating expenses:

    Sales and marketing             $48,029              (3,019)                                                               430             (619)           -   $44,821

    Research and development        $29,509              (3,927)                                                               616                 -           -    26,198

    General and administrative      $16,491              (2,498)                                                               130                 -       1,144     15,267
                                    -------               ------                                                                ---               ---       -----     ------

    Total operating expenses        $94,029              (9,444)                                                             1,176             (619)       1,144    $86,286
                                    -------               ------                                                              -----              ----        -----    -------


                                                                                      INSTRUCTURE, INC.

                                                                        RECONCILIATION OF NON-GAAP OPERATING EXPENSES

                                                                                Six Months Ended June 30, 2017

                                                                                        (in thousands)

                                                                                         (unaudited)

                               GAAP         Stock-based          Reversal of                                    Amortization      Change in      NON-
                                            Compensation         Payroll Tax                                         of           fair value     GAAP
                                               Expense            Associated                                      acquired            of
                                                                 with Equity                                     intangibles      contingent
                                                                 Transactions                                                     liability
                                                                 ------------                                                     ---------

    Operating expenses:

    Sales and marketing             $37,199              (2,150)                                                             256              -        -  $35,305

    Research and development         22,239              (2,738)                                                             256              -        -   19,757

    General and administrative       14,607              (1,974)                                                              22              -        -   12,655
                                     ------               ------                                                              ---            ---      ---   ------

    Total operating expenses        $74,045              (6,862)                                                             534              -        -  $67,717
                                    -------               ------                                                              ---            ---      ---  -------


                                                                    INSTRUCTURE, INC.

                                                       RECONCILIATION OF NON-GAAP NET LOSS GUIDANCE

                                                                      (in thousands)

                                                                       (unaudited)

                                    Three Months Ending                                            Full Year Ending

                                     September 30,                                             December 31,
                                     -------------                                             ------------

                                  2018                                 2018                                  2018           2018
                                  ----                                 ----                                  ----           ----

                                LOW                                 HIGH                                 LOW           HIGH

    Net loss                             $(15,650)                                        $(15,050)                 $(55,155)    $(53,155)

    Stock-based compensation                 6,425                                             6,425                     23,300        23,300

    Reversal of payroll tax
     expense on secondary stock
     purchase transactions                       -                                                -                   (1,225)      (1,225)

    Amortization of acquisition
     related intangibles                       625                                               625                      2,550         2,550

    Change in fair value of
     warrant liability                           -                                                -                     (120)        (120)

    Change in fair value of
     contingent liability                        -                                                -                   (1,150)      (1,150)
                                               ---                                              ---                    ------        ------

    Non-GAAP net loss                     $(8,600)                                         $(8,000)                 $(31,800)    $(29,800)
                                           -------                                           -------                   --------      --------


                                                                    INSTRUCTURE, INC.

                                              RECONCILIATION OF NON-GAAP NET LOSS PER COMMON SHARE GUIDANCE

                                                                       (unaudited)

                                    Three Months Ending                                           Full Year Ending

                                       September 30,                                                December 31,
                                       -------------                                                ------------

                                   2018                                2018                                 2018         2018
                                   ----                                ----                                 ----         ----

                                 LOW                                HIGH                                LOW         HIGH

    Net loss per common share              $(0.45)                                         $(0.43)                 $(1.61)    $(1.55)

    Stock-based compensation                  0.18                                             0.18                     0.68        0.68

    Reversal of payroll tax
     expense on secondary stock
     purchase transactions                       -                                               -                  (0.04)     (0.04)

    Amortization of acquisition
     related intangibles                      0.02                                             0.02                     0.07        0.07

    Change in fair value of
     warrant liability                           -                                               -                  (0.00)     (0.00)

    Change in fair value of
     contingent liability                        -                                               -                  (0.03)     (0.03)
                                               ---                                             ---                   -----       -----

    Non-GAAP net loss per common
     share, basic and diluted              $(0.25)                                         $(0.23)                 $(0.93)    $(0.87)
                                            ------                                           ------                   ------      ------

    Non-GAAP weighted average
     common shares used in
     computing basic and diluted
     net loss per common share
     (in thousands)                         34,800                                           34,800                   34,200      34,200

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SOURCE Instructure